SecProbe.io

January 30 , 2014

Via E -mail
Roelof Rongen
Chief Executive Officer
Matinas BioPharma Holdings, Inc.
1545 Route 206 South, Suite 302
Bedminster, NJ 07921

Re: Matinas BioPharma  Holdings, Inc.
Registration Statement on Form S -1
Filed January 21, 2014
File No. 333 -193455

Dear Mr. Rongen:

We have reviewed your registration statement and correspondence filed January 21, 2014
and have the following additional comment .

Please respond to this letter by amending your registration statement and providing
the requested information.  If you do  not believe our comment applies  to your facts and
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing any amendment to your registration statement and the infor mation you
provide  in response to this  comment, we may have additio nal co mments.

General

1. Please note that you must file all exhibits with your publicly filed Form S -1 that were
previously submitted as part of your draft registration statement.  Please file all exhibits
in the next pre -effective amendment to your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

Roelof Rongen
Matinas BioPharma  Holdings, Inc.
January 30, 2014
Page 2

 Notwithstanding our comment , in the e vent you request acceleration of the effe ctive date
of the pending registration s tatement please pr ovide a writt en state ment from  the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Co mmission from  taking any action
with respect to the  filing;

 the action of the Com mission or the staff,  acting pursuant to delegated authority, in
declaring the filing effecti ve, does  not relieve the co mpany from  its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
written reque st for acceleration of the effective date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of their respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to  review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Frank Wyman at (202) 551 -3660 or Mary Mast at (202) 551 -3613 if
you have questions regarding comments on the financial statements and related matter s. Please
contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any other questions.

Sincerely,

         /s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Steven Skolnick, Esq.
 Lowenstein Sandler LLP